ServiceMagic 2010 Annual Report Download - page 143

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6. HEADING REFERENCES . Section headings in this Agreement are included herein for convenience of reference only and shall not
constitute a part of this Agreement for any other purpose. References to “this Agreement” or the use of the term “hereof” shall refer to these
Standard Terms and Conditions and the Employment Agreement attached hereto, taken as a whole.
7. REMEDIES FOR BREACH . Executive expressly agrees and understands that Executive will notify the Company in writing of any
alleged breach of this Agreement by the Company, and the Company will have thirty (30) days from receipt of Executive’s notice to cure any
such breach. Executive expressly agrees and understands that in the event of any termination of Executive’
s employment by the Company during
the Term, the Company’s contractual obligations to Executive shall be fulfilled through compliance with its obligations under Section 1 of the
Standard Terms and Conditions.
Executive expressly agrees and understands that the remedy at law for any breach by Executive of Section 2 of the Standard Terms and
Conditions will be inadequate and that damages flowing from such breach are not usually susceptible to being measured in monetary terms.
Accordingly, it is acknowledged that, upon Executive’s violation of any provision of such Section 2, the Company shall be entitled to obtain
from any court of competent jurisdiction immediate injunctive relief and obtain a temporary order restraining any threatened or further breach as
well as an equitable accounting of all profits or benefits arising out of such violation. Nothing in this Agreement shall be deemed to limit the
Company’s remedies at law or in equity for any breach by Executive of any of the provisions of this Agreement, including Section 2, which may
be pursued by or available to the Company.
8. WAIVER; MODIFICATION . Failure to insist upon strict compliance with any of the terms, covenants, or conditions hereof shall not
be deemed a waiver of such term, covenant, or condition, nor shall any waiver or relinquishment of, or failure to insist upon strict compliance
with, any right or power hereunder at any one or more times be deemed a waiver or relinquishment of such right or power at any other time or
times. This Agreement shall not be modified in any respect except by a writing executed by each party hereto.
9. SEVERABILITY . In the event that a court of competent jurisdiction determines that any portion of this Agreement is in violation of
any law or public policy, only the portions of this Agreement that violate such law or public policy shall be stricken. All portions of this
Agreement that do not violate any statute or public policy shall continue in full force and effect. Further, any court order striking any portion of
this Agreement shall modify the stricken terms as narrowly as possible to give as much effect as possible to the intentions of the parties under
this Agreement.
[The Signature Page Follows]
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